This Agreement, made this _________day of ___________, 19___by and between Virginia Commonwealth University (V.C.U.), 1111 W. Broad Street, Box 980208, Richmond, Virginia 23298-0208 and ______________________(Licensee), having its principal place of business at _____________________________.

WHEREAS, Virginia Commonwealth University is the owner of all rights, titles and interests in its trademarks, trade names and service marks, collective membership marks, seals, logos and nicknames.

and WHEREAS licensee wishes to make use of one or more of these indicia.

NOW, THEREFORE, in consideration of the premises, mutual promises and covenants contained herein, the parties hereby agree as follows:

Licensee is authorized to manufacture, distribute and sell the articles(s) described in University Contract Number _____________ without the payment of royalties. Authorization is strictly limited to the conditions and specifications set forth in this agreement.

REQUIREMENTS

1. Licensee agrees that licensed product(s) shall be sold only to Virginia Commonwealth University entities specified in University Purchase Order Number ____________ and approved by the Virginia Commonwealth University’s Business Services department.
2. Licensee shall not sublease or assign to others the rights granted under this agreement.
3. License granted to Licensee is non-exclusive.
4. Licensee acknowledges Virginia Commonwealth University’s right to control the use of its name and marks.
5. Licensee agrees not raise or cause to be raised any questions concerning or objecting to the validity of the Licensed Marks or the rights of Virginia Commonwealth University thereto on any grounds whatsoever.
6. Licensee agrees to indemnify and hold harmless Virginia Commonwealth University against all claims, suits and/or judgments including costs, expenses and legal fees arising out of the sale, use or distribution of the licensed articles under this agreement.
7. Licensee certifies that it has general liability insurance coverage. Virginia Commonwealth University and the Commonwealth of Virginia shall be named as additional insured with respect to goods/services outlined in this agreement with combined single limit coverage of $1,000,000 per occurrence. This coverage shall include Products and Completed Operations Liability Coverage and Personal Injury Liability.
8. Licensee warrants to Virginia Commonwealth University that the Licensed Articles manufactured under this agreement shall be made so that they and any accompanying packaging materials shall be harmless, non-toxic and shall comply in all respects with the applicable provisions of the Consumer Products Safety Act, the Flammable Fabrics Act, the Federal Industrial Substances Act, and regulations thereunder, as well as applicable state and local laws and regulations.
9. Licensee agrees to provide the University’s Business Services department for its approval samples of the licensed article(s) being produced prior to distribution of the article.
10. Licensee agrees to complete this agreement prior to producing or distributing articles described in University Contract Number ________________.
11. Licensee agrees that nothing in this Agreement shall give it any rights, title or interest in any Licensed Indicia. Licensee acknowledges that any rights, including copyright or other proprietary rights, that it might have in any original artwork or designs created by it pursuant to this Agreement, extend only to those elements of the artwork or designs which are not part of or included in the Licensed Indicia or any derivatives.
12. Licensee agrees to keep accurate books, accounts and records covering all transactions relating to license herein. Virginia Commonwealth University and its duly authorized representatives shall have the right to examine such books, accounts and records and all other documents and material in Licensee’s possession or its control, with respect to the subject matter and terms of this agreement, and shall have a reasonable amount of freedom and access thereto for such purposes and for the purpose of making copies and/or abstracts therefrom. Any unauthorized use of Licensed Indicia determined from such audit shall result in full royalty payments of 7.5% of wholesale sales payable to Virginia Commonwealth University within 15 days from receipt of a memorandum of charge from Virginia Commonwealth University. Should an audit indicate an unauthorized use of Licensed Indicia, the cost of the audit shall be paid by Licensee. All such books, accounts and records shall be kept available for at least four years after the termination of this agreement.

TERMS OF AGREEMENT

The terms of the agreement will be limited to solicitations outlined in Contract Number _____________. All future use of Virginia commonwealth University Licensed Indicia will require a separate contract.

CANCELLATION

Breach of any provision of this agreement shall immediately be cause for revocation of this agreement and Licensee shall be responsible for payment of full royalties on all products produced and/or sold which bear Virginia Commonwealth University’s trademarks, trade names, service marks, collective membership marks, seals, logos and nicknames.

SEVERABILITY

In the event that any term or provision of this agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision and this agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.

VIRGINIA LAW T0 GOVERN

This agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia.

IN WITNEWSS WHEREOF, the parties have executed this agreement by their duly authorized representatives on the dates indicated.

LICENSEE: __________________ Virginia Commonwealth University

_______________________ ________________________

Date Date

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Printed Name Printed Name

_______________________ ________________________

Title Title

_______________________ ________________________

Signature Signature